-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UzsjnatKJCB4ZelpyHXmcWT+o5XCnjlkrXEFXNk0XClIdFbPO/TuJI9MUzv2FaEo 1lsmg+184KOptuuSc+aQyg== 0000891618-99-004022.txt : 19990831 0000891618-99-004022.hdr.sgml : 19990831 ACCESSION NUMBER: 0000891618-99-004022 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990830 EFFECTIVENESS DATE: 19990830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COR THERAPEUTICS INC / DE CENTRAL INDEX KEY: 0000874865 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943060271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-86177 FILM NUMBER: 99702965 BUSINESS ADDRESS: STREET 1: 256 E GRAND AVE STE 80 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4152446800 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on August 30, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- COR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ---------- DELAWARE 94-3060271 (State of Incorporation) (I.R.S. Employer Identification No.) 256 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CALIFORNIA 94080 (650) 244-6800 (Address of principal executive offices) 1991 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) VAUGHN M. KAILIAN PRESIDENT COR THERAPEUTICS, INC. 256 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CALIFORNIA 94080 (650) 244-6800 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- Copies to: ROBERT L. JONES, ESQ. JULIE M. ROBINSON, ESQ. COOLEY GODWARD LLP FIVE PALO ALTO SQUARE 3000 EL CAMINO REAL PALO ALTO, CA 94306-2155 (650) 843-5000 ----------
CALCULATION OF REGISTRATION FEE ====================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------ Common Stock (par value $.0001) 400,000 shares $23.50 $9,400,000 $2,615.00 ======================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on August 26, 1999 as reported on the Nasdaq National Market. 2 The chart below details the calculations of the registration fee:
- ----------------------------------------------------------------------------------------------- OFFERING PRICE AGGREGATE SECURITIES NUMBER OF SHARES PER SHARE OFFERING PRICE - ----------------------------------------------------------------------------------------------- Shares issuable pursuant to the 1991 Employee Stock Purchase Plan 400,000 $23.50 $9,400,000 - ----------------------------------------------------------------------------------------------- Proposed Maximum Offering Price $9,400,000 - ----------------------------------------------------------------------------------------------- Registration Fee $ 2,615.00 - -----------------------------------------------------------------------------------------------
1. 3 INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-31801 AND ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 1998 NO. 000-19290 The contents of Registration Statement on Form S-8 No. 333-31801 filed with the Securities and Exchange Commission on July 22, 1997 and the Registrant's Annual Report for fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March 25, 1999 No. 000-19290 are incorporated by reference herein. EXHIBITS EXHIBIT NUMBER 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24.1 Power of Attorney is contained on the signature pages. 99.1* 1991 Employee Stock Purchase Plan, as amended. - ----------------- * Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 0-19290), and incorporated herein by reference. 2. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on August 27, 1999. COR THERAPEUTICS, INC. By /s/ Peter S. Roddy -------------------------------------- Peter S. Roddy Title: Vice President, Finance (Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vaughn M. Kailian and Laura A. Brege, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Vaughn M. Kailian President, Chief Executive August 27, 1999 - ----------------------------- Officer and Director (Principal Vaughn M. Kailian Executive Officer) /s/ Laura A. Brege Senior Vice President, Finance August 27, 1999 - ----------------------------- and Chief Financial Officer Laura A. Brege (Principal Financial Officer) /s/ Peter S. Roddy Vice President, Finance August 27, 1999 - ----------------------------- (Principal Accounting Officer) Peter S. Roddy
3. 5 /s/ Shaun R. Coughlin Director August 19, 1999 - --------------------------------------- Shaun R. Coughlin, M.D., Ph.D. /s/ James. T. Doluisio Director August 20, 1999 - --------------------------------------- James. T. Doluisio, Ph.D. /s/ Charles J. Homcy Director August 27, 1999 - --------------------------------------- Charles J. Homcy Director August ___, 1999 - --------------------------------------- Jerry T. Jackson /s/ Ernest Mario Director August 19, 1999 - --------------------------------------- Ernest Mario, Ph.D. /s/ Robert R. Momsen Director August 27, 1999 - --------------------------------------- Robert R. Momsen /s/ Lloyd Hollingsworth Smith, Jr. Director August 19, 1999 - --------------------------------------- Lloyd Hollingsworth Smith, Jr., M.D.
4. 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL PAGE NUMBER 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 24.1 Power of Attorney is contained on the signature pages. 99.1* 1991 Employee Stock Purchase Plan, as amended.
- ---------------------- * Incorporated by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 0-19290), and incorporated herein by reference. 5. EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 August 26, 1999 COR Therapeutics, Inc. 256 East Grand Avenue South San Francisco, CA 94080 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by COR Therapeutics, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 400,000 shares of the Company's Common Stock, $.0001 par value (the "Shares"), pursuant to its 1991 Employee Stock Purchase Plan, as amended (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, the Company's Restated Certificate of Incorporation, as amended, and Restated By-laws, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents, where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ Julie M. Robinson ------------------------------ Julie M. Robinson EX-23.1 3 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1991 Employee Stock Purchase Plan, as amended, of COR Therapeutics, Inc. of our report dated January 19, 1999, with respect to the financial statements of COR Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP --------------------------------- Palo Alto, California August 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----